A. Legally Binding Terms and Conditions
1. As set forth in the order form completed and submitted by the Customer (as defined below) or any renewal thereof (the "Order") Match2Lists Limited ("Match2Lists") and client identified in the Order as "Subscription Service Beneficiary" or the“Customer" (“Customer" or “ You"), agree that Match2Lists shall make available to the Customer the services identified in the Order ("Services "), subject to this Agreement.
2. These terms and conditions apply to the contract between Match2Lists and the Customer for the supply of the Services to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Order andthese terms and conditions shall together constitute the “ Agreement".
3. The Order constitutes an offer by the Customer to purchase Services in accordance with these terms and conditions and forms part of the Agreement.
4. The Order shall only be deemed to be accepted when Match2Lists issues written acceptance of the Order at which point and on which date the Agreement shall come into existence (“Effective Date") and shall, unless otherwise terminated in accordance with clause G, continue for the duration of the Customer's Enterprise Account (as defined below) or PAYG Account (as defined below) unless renewed.
5. Customers may use the Services only if they enter this Agreement as an Enterprise subscription customer ("Enterprise Customer")via an annual or multi-annual subscription based account ("Enterprise Account") or as a pay-as-you-go customer (“PAYG Customer") for a single project (“ PAYG Account") (each of the Enterprise Account and the PAYG Account is an “Account")
6. The Services may include, but are not limited to, tools for the Customer to upload their data as lists ("Lists"), ability for theCustomer to match their data (" Matching Project or Projects"), ability to de-duplicate their data ("De-dupe Project or Projects"), view theresults of the Matching Projects and De-dupe Projects (" Matched Records"), tools for accepting Matched Records as verified ("Verified Records"), and tools for extractingVerified Records from the Service ("Downloading Verified Records") or (" Downloaded Verified Record or Records") and, outsource mapping projects subject to the payment conditions in this Agreement.
7. Services may also include the ability to procure, from within an Enterprise Account, additional business information, legal or financial data, estimated buying potential data, company and market analysis, business contact details of key executives, corporate family tree information, technology or other installed base intelligence, and ratings of world-wide business entities supplied by Match2Lists, affiliates ofMatch2Lists, or Match2Lists' information providers (" Information").
8. By subscribing to or using the Match2Lists.com website (“ Website") or Services, or procuring any other service or product provided by Match2Lists, the Customer is representing and agreeing to be bound by the terms of this Agreement.
9. Breaches of any of the terms and conditions of this Agreement by the Customer may result in the termination of the Customer's Enterprise Account or PAYG Account. While Match2Lists prohibits any violating conduct and user submitted content ("Content") on the Website, the Customer hereby acknowledges and agrees that Match2Lists cannot be responsible for Content posted on the Website and the Customer nonetheless may be exposed to such material. The Customer agrees to use the Services at its own risk of being exposed to such material.
10. Match2Lists reserves the right to update and change the terms and conditions of the Services from time to time with notice to the Customer.. Any new tools, resources or features that are added to enhance the Services shall be subject to these terms and conditions. Continued use of the Services after such changes shall constitute the Customer's consent to such changes.
B. Who we are
Match2Lists Limited is a company registered in England with number 7005570 and whose registered office is at 18 HYDEGARDENS, EASTBOURNE, EAST SUSSEX, BN21 4PT
C. Customer's Eligibility
The Customer represents, warrants and affirms that it possesses the legal powers and consent to enter into this Agreement and be held legally responsible for ensuring that it and the Authorized Users use the Services in strict accordance with the terms and conditions of this Agreement.
1. Match2Lists grants to the Customer a non-exclusive, revocable,non-transferable, royalty-free, worldwide license (" License") to use the Services for the duration of this Agreement solely for the Customer's internal business operations, subject to the limitations contained in this Agreement and including the Order. Match2Lists retains all ownership rights (including copyrights and other intellectual property rights) in the Services, in any form, and the Customer obtains only such rights as are explicitly granted in this Agreement and such Order.
2. Match2Lists shall, during the term of the Agreement, provide the Services to the Customer on and subject to the terms of this Agreement.
3. The Services are available only for the number of users specified in the Order ("Authorized Users"); (i) is intended only for each Authorized User's individual use; and (ii) may not be shared with other persons or entities, either internally or externally. An Authorized User is authorized by Customer to access the Services during the term of this Agreement and according to the terms of the Order, in accordance with the terms of this Agreement. Match2Lists reserves the right to deny access to any and all users in excess of the number of Authorized Users specified in the Order.
4. The Customer shall use all reasonable endeavours to prevent any unauthorized access to, or use of, the Services and, in the event of any such unauthorized access or use, promptly notify Match2Lists.
5. The Customer may, from time to time during the term of this Agreement, purchase additional user subscriptions in excess of the number of Authorized Users and Match2Lists shall grant access to the Services to such additional Authorized Users in accordance with the provisions of this Agreement.
6. If the Customer wishes to purchase additional user subscriptions in accordance with clause D5, the Customer shall notify Match2Lists in writing. Match2Lists shall evaluate such request and respond to the Customer with approval or rejection of the request.
7. If Match2Lists approves the Customer's request to purchase additional user subscriptions, the Customer shall, within 30 days of the date of Match2Lists' invoice, pay to Match2Lists the relevant fees for such additional Authorized Users and, if such additional Authorized Users are purchased by the Customer part way through the term of their Enterprise Account, such fees shall be pro-rated for the remainder of the term of the Enterprise Account.
E. Customer Accounts
1. Customers will be provided with an Account for the specified number of Authorized Users to use the Services. Each Authorized User has access to the Services via a user name and password which they are strictly prohibited from sharing with anyone else.
2. Customers may store up to the specified number of Lists in their order and up to the maximum number of records ("Records") per List as stated in the order.
3. Subject to the Fair Usage conditions in this agreement, Customers and the Authorized Users under the Customer Account can run Match Projects for any two of their uploaded Lists, run De-dupe Projects for any one of their uploaded Lists, and verify Matched Records from their projects.
4. Customers must pay for their Customer Account via recurring credit card payments at the agreed rate in the order or via bank transfer to the specified Match2Lists bank account for the full amount of the agreed subscription period.
5. Customer Account Lists, Match Projects, De-dupe Projects and Verified Records will remain on the account until they are deleted by the Customer or up to the duration of the paid for subscription period, whichever comes first.
6. If the Customer fails to renew their Customer Account at the end of the agreed term, or if payments for their Customer Account is interrupted, the Customer will be downgraded to a “Single Authorized User Trial Account" and the Trial Account terms will apply thereafter, which may involve the deletion of the Customer's Lists, Match Projects, De-dupe Projects and Verified Records [see http://www.match2lists.com/terms-of-use.htm for details or ask Match2Lists for a copy of the Trial Account terms and conditions].
7. Customer Accounts remain active unless the Customer cancels the account, interrupts payments or breaches any of the terms of this Agreement.
8. The Customer and its Authorized Users that are granted access to the Services are bound by this Agreement, its terms, conditions and restrictions. Breach of any of the terms and conditions in this Agreement may result in the termination of the Customer's Account in accordance with clause G.
9. The Customer and its Authorized Users are responsible for maintaining the security of its account and passwords. Subject to clause R, Match2Lists cannot and will not be liable for any damage from Customer's failure to comply with this security obligation.
10. The Customer and its Authorized Users, are responsible for all uploaded Lists and activity that occurs under its account (even when content is posted by others who have assigned logins and access to the Services under its account).
11. Content posted by Customer to the Website or the Services is subject to the Code of Conduct restrictions set out below.
F. Payment, Refunds, Upgrading and Downgrading Terms
1. The Customer shall pay the fees set out in the Order (“ Fees") to Match2Lists in accordance with this clause.
2. The Fees are due and payable on the Effective Date.
3. The Customer shall on the Effective Date provide to Match2Lists valid, up-to-date and complete credit card details or approved purchase order information acceptable to Match2Lists and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) its credit card details to Match2Lists, the Customer hereby authorises Match2Lists to bill such credit card on the Effective Date for the Fees payable in respect of the Services for the entire subscription period; or
(b) its approved purchase order information to Match2Lists, Match2Lists shall invoice the Customer on the Effective Date for the Fees payable in respect of the Services for the entire subscription period and the Customer shall pay each invoice within the number of agreed days defined in the payment terms of the invoice.
11. If Match2Lists has not received payment within the agreed payment terms after the due date for payment, and without prejudice to any other rights and remedies of Match2Lists:
(a) Match2Lists may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and Match2Lists shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of Match2Lists' bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
12. All amounts and fees stated or referred to in the Order and/or these terms and conditions:
(a) shall be payable in the agreed currency in the order form and the invoice;
(b) [are exclusive of value added tax, which shall be added to Match2Lists' invoice(s) at the appropriate rate].
13. In the event that Match2Lists cancels or terminates this Agreement on grounds of the Customer's unremedied material breach of these terms in accordance with clause G7, there will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.
14. Any additional Information (including but not limited to Match2Listscompany lists or 3rd party marketing lists) purchased fromwww.Match2Lists.com (“ website") not forming part of the Services will be charged for separately, in full and in advance of being able to download such additional Information.
15. Any agreed upgrade or downgrade of conditions as specified in this Agreement will require a new billing charge or credit note to be produced that may be added to the next billing cycle or billed separately.
16. Downgrading the Customer's Services may cause the loss of Services, Content, features, or capacity of your Account. Subject to clause R, Match2Lists does not accept any liability for such loss.
17. The Customer agrees to pay Match2Lists, via bank transfer, the amount that is specified in the Order, in accordance with the terms of such plan and this Agreement. If you dispute any charges you must let us know within thirty (30) days after the date the Customer receives the invoice.
18. Match2Lists shall be entitled to increase the Fees and the fees payable in respect of the additional user subscriptions purchased pursuant to clause D5. If Match2Lists does, Match2Lists will provide notice of the change to the Customer and will publish the revised fees on its Website, at least 30 days before the change is to take effect and this Agreement shall be deemed to have been amended accordingly. If the Customer procures additional services via our Match2Lists online option, which is outside the scope of this Agreement, then fees for these additional services will be applicable at the published rate.
G. Cancellation, Termination and Penalties
1. This Agreement shall, unless otherwise terminated as provided in this clause G, commence on the Effective Date and shall continue:
(a) in the case of an Enterprise Customer, for the period specified in the Order; and
(b) in the case of a PAYG Customer, for the duration of the one off project under the PAYG Account.
3. Enterprise Customers with an annual subscription based account shall not be entitled to terminate this Agreement until the expiry of the current twelve (12) month subscription period.
4. Enterprise Customers with a multi-annual subscription based account may terminate this Agreement by serving written notice on Match2Listsat any time, such notice to take effect at the end of the current twelve (12) month subscription period of the Enterprise Account at which point this Agreement shall be terminated. In the event that the Agreement is terminated pursuant to this clause G4, the Customer shall pay on demand a sum equal to 10% (ten percent) of the total Fees payable under this Agreement. The parties confirm that this sum represents a genuine pre-estimate of Match2Lists' loss as a result of the Customer's termination.
5. The Customer is solely responsible for properly cancelling its Account and terminating this Agreement. The Customer can cancel its account in accordance with this Agreement by notice in writing to Match2Lists (registered delivery) to Cancellations, Match2lists Limited, Venture House, Arlington Square, Downshire Way, Bracknell RG12 1WA - UK .
6. On termination of this Agreement for any reason:
(a) All of the Customer's Lists, Matched Projects, De-Dupe Projects, Verified Records and Content will be immediately deleted from the Services upon cancellation. This information cannot be recovered once your service account is cancelled;
(b) all licences granted under this Agreement shall immediately terminate;
(c) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(d) Match2Lists may destroy or otherwise dispose of any of the Customer Data (as defined below) in its possession unless Match2Lists receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Match2Lists shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Match2Lists in returning or disposing of Customer Data; and
(e) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
7. Either party may terminate this Agreement if the other party commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy its material breach of this Agreement within Thirty  days of receiving such written notice of the material breach from the non-breaching party. Termination in accordance with this Section will take effect when the breaching party receives written notice of termination from the non-breaching party, which notice must not be delivered until the breaching party has failed to remedy the material breach during the 30-day remedy period. If the Customer fails to promptly pay any fees after at least thirty (30) days' notice that it has failed to do so, Match2Lists may, without limitation to any of its other rights or remedies, suspend performance of the Services until it receives all amounts due.
8. Notwithstanding any of the termination rights set forth above, the Customer may terminate this Agreement, at no cost, if Match2Lists fails to comply with its Service Level Agreement commitments set forth below in clause M1 for 3 out of 5 consecutive months.
H. Modifications and Service Improvements
Match2Lists reserves the right at any time and from time to time to modify, improve or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice provided that Match2Lists may not make any such changes that degrade the Services. In addition, in the event the Customer objects to perceived material degradation of the Services, the Customer may request via written notice the re-instatement of the functionalities provided as part of the Services in the previous release of the software and cancel this Agreement if the stated functionalities are not restored within 30 days. Match2Lists will promptly provide the Customer with a pro-rata refund of amounts paid for Services not yet provided.
I. Customer's Obligations
The Customer shall:
1. provide Match2Lists with:
(a) all necessary co-operation in relation to this Agreement; and
(a) all necessary access to such information as may be required by Match2Lists;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
2. comply with all applicable laws and regulations with respect to its activities under this Agreement;
3. carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Match2Lists may adjust any agreed timetable or delivery schedule as reasonably necessary;
4. ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement;
5. obtain and shall maintain all necessary licences, consents, and permissions necessary for Match2Lists, its contractors and agents to perform their obligations under this Agreement, including without limitation the Services;
6. ensure that its network and systems comply with the relevant specifications provided by Match2Lists from time to time; and
7. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Match2Lists' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.
J. Restrictions on Use of Additional Information procured from Match2Lists
1. Match2Lists may offer the Information for Customers to purchase in addition to the Services.
2. The Information is licensed for the Customer's internal use only and subject to any restrictions set forth in the Order. The Customer will not provide Information, whether directly in any media or indirectly through incorporation in a database, marketing list, report or otherwise, or use or permit the use of Information to generate any statistical or other information that is or will be provided to third parties (including as the basis for providing recommendations to others); use or permit the use of Information to prepare any comparison to other information databases that is or will be provided to third parties; or voluntarily produce Information in legal proceedings.
3. The Customer will not use Information as a factor in establishing an individual's eligibility for (i) credit or insurance to be used primarily for personal, family, or household purposes, or (ii) employment. In addition, the Customer will not use any Services to engage in any unfair or deceptive practices and will use the Services only in compliance with applicable laws or regulations, including but not limited to applicable export restrictions, and/or those laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection and privacy.
4. If applicable, upon expiration or termination of a license with respect to particular Information, or upon receipt of Information that is intended to supersede previously obtained Information, unless Match2Lists instructs the Customer otherwise, the Customer will immediately delete or destroy all originals and copies of the Information, as applicable, and upon request, provide Match2Lists with certification thereof.
5. Match2Lists reserves the right to audit and monitor the Customer's use of the Services to ensure compliance with this Agreement and prevent fraudulent use. Such monitoring of use may include but will not be limited to determining whether or not the Services are accessed under the account from multiple computers. In addition, Authorized Users shall be bound by any access and download limitations that are internal to a Service. All download limitations will be enforced at Match2Lists' discretion. Customer may not make available a user name and password to any party other than an Authorised User. Systematic access or extraction of content from the Service, including, but not limited to, the use of "bots" or "spiders," is prohibited. If such monitoring indicates you are not in compliance with this Agreement or if fraudulent activity is suspected, Match2Lists reserves the right to take such action as it deems necessary, including, but not limited to, suspension or termination of the account. If any of the audits referred to in this clause reveal that the Customer has underpaid fees to Match2Lists, then without prejudice to the Match2Lists' other rights, the Customer shall pay to Match2Lists an amount equal to such underpayment within 10 business days of the date of the relevant audit.The Information distributed by the Service or by Match2Lists may contain information protected by the Data Protection Act of 1998 (as amended) and Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data. The Customer and its Authorized Users shall comply with any applicable obligations required under such laws.
K. Code of Conduct
This section K sets forth the Match2Lists' Code of Conduct (the " Code"). All Customers and Authorized Users of the Service and Website Visitors must fully comply with this Code at all times. The Customer certifies, represents and warrants that it and its Authorised Users will not breach this Code.
1. Restrictions on Inputting Information. You shall not enter illegal or improper information into the Website or Service, including, without limitation, the following:
- Information subject to confidentiality, non-disclosure, non-competition, trade secret or proprietary rights, limitations or restrictions;
- Information that infringes the copyrights or intellectual property rights of others;
Information that is personal or non-business related, including, home addresses, personal security numbers and credit card numbers;
- Mobile or cellular telephone numbers;
- Information that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, inflammatory, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory or racially, ethnically or otherwise objectionable, or which may solicit information from anyone under the age of 18;
- Information that is defamatory, libelous, fraudulent, knowingly incorrect, or invasive of privacy or publicity rights of others;
- Information that advocates or encourages conduct that could constitute a criminal offense;
- Information that is actionable or may subject Match2Lists or its Information Providers to legal action or liability of any kind;
- Information that breaches any applicable law, regulation, or convention; or
- Information that breaches any provision of this Agreement or any other agreement or policy set forth by Match2Lists.
2. Use of Information provided by the Website/Service . Match2Lists has no actual control over your use of information outside the Website. You shall not access the Website or Services for any purposes or in any manner that is illegal or improper, including, without limitation, the following:
- For any purpose, activity or in any manner that is criminal, illegal or actionable;
- In breach of any laws, regulations or conventions;
- To illegally 'spam' anyone or to sell, give, make available or otherwise distribute information to a spammer or for the purpose of spamming;
- For marketing activities deemed in the reasonable opinion of Match2Lists to be unethical;
- To associate, attribute, collect, store, distribute or otherwise process any non-business information related to anyone;
- To communicate with anyone using language or in any manner that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory, or racially, ethnically or otherwise objectionable;
- To prepare or compile information that is distributed in any manner or form to any third-party;
- To enhance, verify, supplement, append, confirm, or modify any compilation of information that is thereinafter distributed in any manner or form to a third-party;
- In connection with any individual credit, employment, or insurance decision;
- To disclose or solicit the private, non-business, information of any person;
- For sale, re-sale, sub-license, commercial use, or redistribution of any kind, without Match2Lists' expressed prior consent.
3. Acts against the Website/Service. You shall not attempt to or engage in potentially harmful acts that are directed against the Website or Services including, without limitation, the following:
- Using the Website or Services in contravention of any other agreement to which you are a party, including without limitation any employment agreement to which you may be a party;
- Causing, allowing or assisting any other person to use your account or impersonate you;
- Sharing your password or login with any other person;
- Logging onto a server or account that you are not authorized to access;
- Forging screen names, manipulating identifiers, or otherwise impersonating any other person or misrepresenting your identity or affiliation with any person or entity;
- Emulating or faking usage of the Website or Services;
- Violating or attempting to violate any security features of the Website or Service;
- Using manual or automated software, devices, scripts robots, other means or processes to access, "scrape," "crawl" or "spider" any pages contained in the Website or Service;
- Falsely stating or otherwise misrepresenting your affiliation with any person or entity;
- Introducing viruses, worms, software, Trojan horses or other similar harmful code into the Website or Service;
- Interfering or attempting to interfere with the use of the Website or Service by any other user, host or network, including, without limitation by means of submitting a virus, overloading, "flooding," "spamming," "mail bombing," or "crashing" the Website or Service;
- Causing, allowing or assisting machines, bots or automated services to access or use the Website or Service without the express written permission of Match2Lists;
- Tampering with the operation, functionality or the security of the Website or Service;
- Attempting to override or circumvent any security or usage rules embedded into the Website or Services that permit digital materials to be protected;
- Attempting to probe, scan, or test the vulnerability of the Website or Service, or any associated system or network, or breach any security or authentication measures;
- Misusing, tricking, disrupting or otherwise interfering with the functioning of the Website or Service;
- Harvesting or collecting email addresses or other contact information of other users from the Website or Service by electronic or other means;
- Reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for any underlying intellectual property used to provide the Website or Service;
- Engaging in "framing," "mirroring," or otherwise simulating the appearance or function of the Website or Service;
- Uploading, posting, transmitting, sharing, storing or otherwise making available any content that Match2Lists deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; and
Without Match2Lists' prior, express consent, advertising or selling any products, services or otherwise (whether or not for profit), or soliciting others or using the Website for commercial purposes of any kind.
4. Suspected Misuse and Penalties. Match2Lists may monitor the Website and the Customer's use of the Services for misuse of the Code and breaches of the Agreement. Match2Lists shall be the sole and final arbiter of suspected Code breaches, misuse and penalty. For suspected breaches, and without limiting any of its other remedies, Match2Lists reserves the right to immediately and without notice:
- Delete or modify content;
- Suspend your account;
- Terminate your account;
- Identify you to third parties;
- Take legal action.
L. Copyright and Content Ownership; Confidentiality
1. Information provided by Match2Lists and its Information Providers
- Information is proprietary, copyrighted works of Match2Lists, its affiliates and Information providers and comprises:
- (i) works of original authorship, including compiled Information containing Match2Lists' or its affiliates' selection, arrangement and coordination and expression of such Information or pre-existing material it has created, gathered or assembled;
- (ii) information that has been created, developed and maintained by Match2Lists or its affiliates at great expense, such that misappropriation or unauthorized use by others for commercial gain would unfairly and/or irreparably harm Match2Lists' and its affiliates or reduce Match2Lists' or its affiliates' incentive to create, develop and maintain such information.
- The Customer will not commit or permit any act or omission that would contest or impair Match2Lists' or any affiliate's proprietary and intellectual property rights in Information or that would cause the Information to infringe the proprietary or intellectual property rights of a third party. The Customer will reproduce Match2Lists' or its affiliate's copyright and proprietary rights legend on all copies of Information.
- The Customer acknowledges and agrees that Match2Lists and/or its licensors own all intellectual property rights in the Services and the documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the documentation.
- Match2Lists confirms that it has all the rights in relation to the Services and the documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
2. Customer Data
• The Customer shall own all right, title and interest in and to all of the data inputted by the Customer, Authorized Users, or Match2Lists on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services (“Customer Data") and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
• In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for Match2Lists to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Match2Lists in accordance with its archiving procedure. Match2Lists shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
• If Match2Lists processes any personal data on the Customer's behalf when performing its obligations under this Agreement, the parties record their intention that the Customer shall be the data controller and Match2Lists shall be a data processor and in any such case:
° the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Authorized Users are located in order to carry out the Services and Match2Lists' other obligations under this Agreement;
° the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Match2Lists so that Match2Lists may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;
° the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
° Match2Lists shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
° each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
3. User submitted or Uploaded Lists or Content
- The Service allows you to upload Lists, subject to the Code set in this agreement
- By default these submissions are viewable only by you and other Authorized users in your Account. We claim no intellectual property rights over the material you submit to the Service.
- You and your Authorized Users agree that you are not in violation of any copyrights or usage agreements of the Lists that you upload to the Service or the resulting Downloaded Verified Records. You agree that you are legally responsible for any consequences whatsoever arising from any failure on your part to comply with such copyright and usage agreements.
- The Customer and Match2Lists may have entered into a Non-Disclosure Agreement (“NDA"), and hereby agree that the terms of the NDA will be deemed incorporated herein. The parties further agree that in the event that there is a conflict between the terms and conditions of this Agreement and the NDA, the terms of the NDA will take precedence.
- Match2Lists does not have any right to access or use any personal data in the course of providing services or deliverables, which information is confidential information of the Customer. In the event that Match2Lists gains access to any of the foregoing information, Match2Lists shall not review, use, process, disclose or otherwise handle the information and such review, use, processing, disclosure or handling shall constitute a material breach of this Agreement. To the extent applicable for the activities contemplated under this Agreement, Match2Lists will comply with all applicable privacy and security laws to which it is subject, and will not, by act or omission, place Customer in breach of any applicable privacy or security law.
M. Access To and Protection Of Your Data
This section sets forth the Match2Lists conditions for on-transfer and at-rest protection available to your data.
1. Access To Service Level Agreement
· For any unplanned / unannounced downtime for more than 2 consecutive business days within a calendar month period, or for any unplanned/unannounced downtime of more than five business days within a calendar month period, the Customer shall be entitled to a full refund of the month.
· Planned downtime is defined as between SATURDAY 10:00 (AM) to SUNDAY 19:00 (PM) GMT/BST.
2. User Authentication and Access Privileges
- Match2Lists provides each Authorised User in your organization with a unique user name and encrypted password that must be entered each time a user logs on.
- The Website issues a session "cookie" to record authentication information for the duration of a specific session only. The session "cookie" does not include the username, password, or any other confidential user or session information. Instead, Match2Lists implements more advanced security methods based on dynamic data and encoded session IDs.
3. RC4 128-Bit SSL Data Encryption On-Transfer & At-Rest /sFTP
- Access to the Website is controlled using industry standard Secure Socket Layer (SSL) encryption technology. Access and data information are protected using both server authentication and data encryption, ensuring that your data is safe, secure, and available only to registered users in your organization.
- The Website is hosted in a secure server environment that uses class leading firewall and other advanced technology to prevent interference or access from outside intruders. With server based Sub Net / Port Blocking and IP restriction, your data is protected against unauthorized retrieval.
4. Data Location and Data Segregation
- All data is located in a high security datacenter in the United Kingdom. Match2Lists' datacenter is monitored at all times to ensure adherence to strict service levels. Only authorized, registered and accompanied visitors are allowed to enter the main building of the datacenter.
- All servers are located within a secure, environmentally protected datacenter housed centrally within the main building of the datacenter with access limited to authorized personnel only.
- Data is stored in multiple RAID servers. Segregation is implemented through application security and other measures to ensure that Customer Data is always protected and only accessible by Authorised Users.
5. Data Recovery & Investigation Support
- Whilst we expect disaster recovery to be extremely rare, the Website's data is backed up every 24 hours and stored securely onsite. Match2Lists recommends, however, that all Customers deploy their own back up and recovery solutions.
- Match2Lists investigative support officers provide a point of contact for security related support information such as user actions logs, user access audit reports, and data protection compliance.
- Security researchers seeking information on how to report security issues to Match2Lists should contact our Investigation Support Officer at [eMail: email@example.com ]
N. Intellectual Property
1. The Website and all content and materials located thereon (other than the Customer Data), including without limitation any Match2Lists names and logos (the "Match2Lists Marks"), the Services, Information, designs, text, graphics and other files, and the selection, arrangement and organization thereof, are the intellectual property of Match2Lists Limited or of its licensors. Except as explicitly provided, neither the Websites or Service nor this Agreement grant you any right, title or interest in or to any such content or materials. The Match2Lists Marks are trademarks or registered trademarks of Match2Lists. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. The Website is Copyright © 2010 - 2016, Match2Lists Limited, ALL RIGHTS RESERVED. Moreover, except as expressly stated herein, or as expressly granted by Match2Lists in signed writing, you have no intellectual property or other rights in the Information if you have submitted company or contact profiles to be included in the Information provided by the Service.
2. As Match2Lists asks others to respect its intellectual property rights, Match2Lists respects the intellectual property rights of others. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Website or procided under the Services. Likewise, if you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been breached and you want Match2Lists to delete, edit, or disable the material in question, you must provide Match2Lists with all of the following information:
· a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
· identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
· identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Match2Lists to locate the material;
· information reasonably sufficient to permit Match2Lists to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
· a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
· a statement that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Match2Lists' at:
Operating Address: VENTURE HOUSE, ARLINGTON SQUARE,
DOWNSHIRE WAY, BRACKNELL, RG12 1WA - UNITED KINGDOM
O. Links to Third-party Websites
For purposes of convenience, Match2Lists contains links to third party web sites. Match2Lists makes no representations or warranties about any third party web site that you may access through the links. By providing a link to those web sites, Match2Lists does not endorse, adopt, or otherwise accept any responsibility for the content or use of those web sites. The Customer uses those sites at your own risk.
Match2Lists represents and warrants to Customer that the Services to be provided under this Agreement are original to Match2Lists and the Services, or other services or actions under this Agreement do not infringe upon, or otherwise breach or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right(s) held by any third party; and the Services shall be performed with reasonable skill and care.
1. The Customer shall defend, indemnify and hold harmless Match2Lists against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Match2Lists provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense;
(c) the Customer is given sole authority to defend or settle the claim;
(d) Match2Lists will have the right to participate in the defense of the claim at its own expense and with counsel of its own choosing; and
(e) the Customer will not defend or settle any claim without Match2Lists' prior written consent.
2. Match2Lists shall defend the Customer, its officers, directors and employees against any claim that the Services or documentation infringes any patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) Match2Lists is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Match2Lists in the defence and settlement of such claim, at the Customer's expense;
(c) Match2Lists is given sole authority to defend or settle the claim;
(d) the Customer complies with any settlement or court order made in connection with such claim.
3. In the defence or settlement of any claim, Match2Lists may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 business days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs to the Customer.
4. In no event shall Match2Lists, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) a modification of the Services or documentation by anyone other than Match2Lists; or
(b) the Customer's use of the Services or documentation in a manner contrary to the instructions given to the Customer by Match2Lists; or
(c) the Customer's use of the Services or documentation after notice of the alleged or actual infringement from Match2Lists or any appropriate authority.
5. The foregoing and clause R4(b) states the Customer's sole and exclusive rights and remedies, and Match2Lists' (including Match2Lists' employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
R. Limitation of Liability
1. This clause sets out the entire financial liability of Match2Lists (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with this Agreement;
(b) in respect of any use made by the Customer of the Services and documentation or any part of them; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
2. Except as expressly and specifically provided in this Agreement:
(a) the Customer assumes sole responsibility for results obtained from the use of the Services and the documentation by the Customer, and for conclusions drawn from such use. Match2Lists shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Match2Lists by the Customer in connection with the Services, or any actions taken by Match2Lists at the Customer's direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
(c) the Services and the documentation are provided to the Customer on an "as is" basis.
- Nothing in this agreement excludes the liability of Match2Lists:
(a) for death or personal injury caused by Match2Lists' negligence; or
(b) for fraud or fraudulent misrepresentation.
- Subject to clause R2 and clause R3:
(a) Match2Lists shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
(b) Match2Lists' total aggregate liability in contract (including in respect of the indemnity at clause Q2, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the total Fees paid by the Customer to Match2Lists during the 12 months immediately preceding the date on which the claim arose.
S. Disclaimer of Warranties
- Match2Lists does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, documentation and/or the information obtained by the Customer through the Services or the Information will meet the Customer's requirements.
- The Customer acknowledges that any Matched Records sold as Downloaded Verified Records may contain a degree of error and that the Customer are responsible for verifying and determining whether such Matched Records are sufficiently accurate before you procure them as Downloaded Verified Records, and you are entirely responsible for determining whether such Verified Records are sufficiently accurate for your use.
- You acknowledge that any Information sold and provided separately by the Match2Lists and its Information Providers users may contain a degree of error and that you are responsible for determining whether such Information is sufficiently accurate for your use.
- EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, ALL INFORMATION IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTIED BY LAW, MATCH2LISTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, CURRENTNESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SUBJECT TO CLAUSE R, MATCH2LISTS AND ITS INFORMATION PROVIDERS WILL NOT BE LIABLE FOR ANY LOSS OR INJURYARISING OUT OF, IN WHOLE OR IN PART, MATCH2LISTS' CONDUCT IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING OR DELIVERING INFORMATION.
T. Governing Law
1. This Agreement, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in England, United Kingdom
2. The Agreement, and all intellectual property issues, rights, and obligations shall be governed by the laws of England and shall be subject to the exclusive jurisdiction of the English courts.
Unless with the other's formal written consent, neither party will assign this Agreement; such consent may not be unreasonably withheld. Either party may however without such consent assign the Agreement to any entity which is under common control with the assigning party, or which directly or indirectly controls or is controlled by them. Either party may also without consent assign the Agreement to a successor to all or substantially all of its business, assets, and obligations.
V. General Conditions
1. Technical support is only provided to paying account holders and is only available via email or through the online forms.
2. The Customer understand that Match2Lists uses third party vendors and hosting partners to provide the necessary hardware, software, networking, processing power, storage, and related technology required to run the Services.
3. The Customer must not modify, adapt or hack the Website or the Services or modify another website so as to falsely imply that it is associated with the Services, Match2Lists, or any other Match2Lists product or service.
4. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without the express written permission by Match2Lists.
5. Match2Lists may, but have no obligation to, remove Content and Accounts containing Content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms of Service.
6. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Match2Lists customer, employee, member, or officer will result in immediate account termination.
7. You understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
8. You must not upload, post, host, or transmit unsolicited email, SMS', or "spam" messages.
9. You must not transmit any worms or viruses or any code of a destructive nature. If your bandwidth usage exceeds 2GB/month, or significantly exceeds the average bandwidth usage (as determined solely by Match2Lists) of other Match2Lists customers, we reserve the right to immediately disable your Account or throttle your Service usage until you can reduce your bandwidth consumption.
10. Match2Lists does not warrant that (i) the service will meet your specific requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, Services, Information, or other material purchased or obtained by you through the service will meet your expectations, and (v) any errors in the Service will be corrected.
11. You expressly understand and agree that Match2Lists shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Match2Lists has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
12. The failure of Match2Lists to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service constitutes the entire agreement between you and Match2Lists and govern your use of the Service, superseding any prior agreements between you and Match2Lists (including, but not limited to, any prior versions of the Terms of Service or the terms of any purchase orders).
W. Other Terms
1. Force Majeure
Match2Lists shall have no liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Match2Lists or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Unles expressly permitted by this Agreement, no variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
4. Rights And Remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
6. Entire Agreement
This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this agreement, other than as expressly set out in this agreement.
7. No Partnership Or Agency
Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
8. Third Party Rights
This Agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post (unless otherwise stated within this Agreement) to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes, or sent by fax to the other party's fax number as set out in this agreement.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by fax shall be deemed to have been received at the time of transmission (as shown by the timed printout obtained by the sender).
Questions about the Terms of Service should be sent to firstname.lastname@example.org